Exhibit
10.12


 


THIS AGREEMENT, entered into this 6th day
of March, 2003, is made by and between Youngstown Partners, L.P., P.O. Box 128,
Floyds Knobs, Indiana 47119, hereinafter referred to as “Lessor”, and Heartland
Payment Systems, a Delaware corporation, having its offices located at 25115
Country Club Boulevard, North Olmsted, OH 44070, hereinafter referred to as
“Lessee”.


 


PREMISES, TERMS OF LEASE
AND RENT


 


WITNESSETH: that in consideration of the rents and
covenants specified herein, the Lessor agrees to lease the following described
premises:


 




	
  Address

  	
   

  	
  Square
  Footage

  	
   

  	
  Use

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1441 Youngstown Shopping Center,

  	
   

  	
  2,400

  	
   

  	
  office

  






 


Hereinafter referred to as the “Premises” for a term
of six (6) years, three (3) months beginning the first day of February, 2003
and ending the 30th day of April, 2009, and in consideration thereof
Lessee agrees to pay Lessor the sum of $1,900.00 per month (hereinafter
referred to as the “Base Rent”) plus $200.00 per month for Lessee’s pro-rata
share of real estate taxes, common area maintenance, and insurance paid by
Lessor (hereinafter referred to as the “Expense Payments”), the first payment
being due on the first day of February, 2003.


 


USE OF PREMISES


 


The premises shall be used as professional offices,
warehousing, and other uses directly relating to Lessee’s normal business and
for no other purpose except with the written consent of the Lessor.


 


Lessee shall, at Lessee’s expense, comply promptly
with all applicable statutes, ordinances, rules, regulations, orders, and requirements
in effect during the term or any part of the term hereof regulating the use by
Lessee of the premises. Lessee shall not use or permit the use of the Premises
in any manner that will tend to create waste or a nuisance or, if there shall
be more than one tenant of the building containing the premises, which shall
tend to disturb such other tenants.


 


Lessee hereby accepts the Premises on their condition
existing as of the date of the execution hereof and accepts this lease subject
thereto and to all matters disclosed thereby and by any exhibits attached
hereto. Lessee acknowledges that neither Lessor nor Lessor’s agents have made
any representation or warranty as to the suitability of the Premises for the
conduct of Lessee’s business.


 


ASSIGNMENT AND SUBLETTING
RIGHTS


 


Lessee may not assign this lease or sublet any part of
the premises without the written consent of the Lessor. The Lessor shall not
unreasonably withhold such consent.


 


LESSEE’S REPAIR AND
MAINTENANCE RESPONSIBILITIES


 


Lessee, at Lessee’s expense, shall keep in good order,
condition, and repair the demised premises and every part thereof, including
but not limited to, all plumbing, electrical, heating and cooling equipment,
ventilation equipment, interiors walls, ceilings, windows, doors, plate
glass, and signs that are located within or adjacent to the demised premises
during the term of this lease.


 


If Lessee fails to
perform Lessee’s obligations for maintenance, repairs, and general upkeep,
Lessor may at Lessee’s expense put the same in good order, condition, and
repair, and the costs thereof


 


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together with interest thereon at the rate of 18% per
annum shall be due and payable as additional rent to Lessor together with
Lessee’s next rental installment. Lessor shall be obligated to give ten (10)
days notice in writing prior to engaging in the abovementioned repairs.


 


Lessee shall not, without the written consent of
Lessor, make any alterations, improvements, or additions to or about the
premises. It is hereby acknowledged that as a condition for such future consent
all alterations, improvements, and additions shall become the property of the
Lessor.


 


INSURANCE PROVISIONS


 


Lessee shall, at Lessee’s expense, obtain and
keep in force during the term of this lease a policy of comprehensive public
liability insurance insuring Lessor and Lessee against any liability arising
out of the ownership, use, or occupancy or maintenance of the premises and all
areas appurtenant thereof. Such insurance shall be in an amount not less than
one million dollars ($1,000,000.00) for injury or death of one person in any
one accident or occurrence and in an amount of not less than one million
dollars ($1,000,000.00) for injury to or death of more than one person in any
one accident or occurrence. Such insurance shall further insure Lessor and
Lessee against liability for property damage of at least five hundred thousand
dollars ($500,000.00). The Limits of said insurance shall not, however, limit
the liability of Lessee hereunder. In the event that the premises constitute a
part of a larger property said insurance shall have a Lessor’s Protective
Liability endorsement attached thereto. If Lessee shall fail to procure and
maintain said insurance, Lessor may, but shall not be required to, procure and
maintain the same but at Lessee’s expense.


 


Insurance required herein shall be in companies rated
AAA or better in Best’s Insurance Guide. Both Lessor and Lessee shall be
required to deliver copies of all said policies, within a reasonable time
period, to the other parties of this lease.


 


UTILITIES


 


Lessee shall pay for all water, sewage, gas heat,
light, power, telephone, and other utilities and services supplied to the
premises, together with any taxes thereon. If any such services are not metered
separately to Lessee, Lessee shall pay a reasonable proportion to be determined
by Lessor of all charges jointly metered with other premises.


 


DAMAGE AND DESTRUCTION


 


In the event of total destruction of premises this
lease shall automatically terminate.


 


If the premises are partially destroyed during the
term of this lease, the rents payable hereunder are to be abated in proportion
to which Lessee’s use of premises is impaired. Lessor shall assure such damages
will be corrected in a timely and reasonable manner.


 


DEFAULTS AND REMEDIES


 


DEFAULTS: The occurrence of any one or more of the
following events shall constitute a material default and breach of this lease
by Lessee:


 


(a) The vacating or abandonment of the premises by
Lessee, where such abandonment continues for fifteen (15) days.


 


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(b) The failure by Lessee to make any payment of rent
or other payment required to be made by Lessee hereunder, within ten (10) days
of due date; Lessee hereby waives statutory notice of default for non-payment
of rent.


 


(c) The failure by Lessee to observe or perform any of
the covenants, conditions, or provisions of this lease to be observed or
performed by Lessee, other than described in the paragraph (b) above, where
such failure shall continue for a period of thirty (30) days after written
notice hereof from Lessor to Lessee; provided, however, that if the nature of
the Lessee’s default is such that more than thirty (30) days are reasonably required
for its cure, then Lessee has commenced such cure within said thirty (30) days
period and thereafter diligently prosecutes such cure to completion.


 


(d) (1) The making by Lessee of any general
assignment, or general arrangement for the benefit of creditors; (2) the filing
by or against Lessee of a petition to have Lessee adjudged a bankrupt or a
petition for reorganization or arrangement under any law relating to bankruptcy
(unless, in the case of a petition filed against Lessee, the same is dismissed
within sixty (60) days); (3) the appointment of a trustee or receiver to take
possession of substantially all of Lessee’s assets located at the premises or
of Lessee’s interest in this lease, where possession is not restored to Lessee
within thirty (30) days; or (4) the attachment, execution, or other judicial
seizure of substantially all of Lessees assets located at the premises or of
Lessee’s interest in his lease, where such seizure is to be discharged within
thirty (30) days.


 


REMEDIES: In the event of any such material default or
breach by Lessee, Lessor may at any time thereafter, with proper notice and
demand and without limiting Lessor in the exercise of any right or remedy which
Lessor may have by reason of such default or breach:


 


(a) Terminate Lessee’s right to possession of the
premises by any lawful means, in which case this lease shall terminate and
Lessee shall immediately surrender possession of the premises to Lessor. In
such event Lessor shall by reason of Lessee’s default be entitled to recover
from Lessee all damages incurred by Lessor including, but not limited to the
cost of recovering possession of the premises, expenses of reletting, including
necessary repairs, reasonable attorney’s fee, and rents lost during the interim
time period between default and reletting. Unpaid installments of rent or other
sums due Lessor shall 1 bear interest from the date due at the rate of 18% per
annum.


 


(b) Pursue any other remedy now or hereafter available
to Lessor under the laws or judicial decisions of the State of Indiana.


 


GENERAL PROVISIONS


 


Expense Payments. Lessee shall pay to Lessor, along
with Base Rent installments, $200.00 per month which shall represent the
Lessee’s share of real estate taxes, common area maintenance, and insurance
expenses, as contained in “Premises, Terms of Lease and Rent” section of
this Lease.


 


Lessor’s Liability: The term Lessor as used herein
shall mean only the owner or owners at the time in question of the Lessee’s
interest in this Lease. Lessor herein named (and in case of any subsequent
transfers the then grantor) upon transfer of title of said premises, shall be
relieved from all obligations as Lessor thereafter.


 


Severability: The invalidity of any provision of this
lease as determined by a court of competent jurisdiction shall in no way affect
the validity of any other provision hereof.


 


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Interest on Past Due Obligations: Interest on any
amount due Lessor which is in arrears shall bear interest at the rate of 18%
per annum. Payment of such interest shall not excuse or cure any default by
Lessee under this lease.


 


Binding Effect: Subject to any restrictions of
assignments or subletting by Lessee, this lease shall bind the parties, their
personal representatives, successors, and assigns. This lease shall be governed
by the laws of the State of Indiana.


 


Attorney’s Fees: If Lessor or Lessee brings action to
enforce the terms herein or declare rights hereunder, and prevails, he shall be
entitled to recover his reasonable attorney’s fees to be paid by the losing
party as fixed by the court.


 


Lessor’s Access: Lessor and Lessor’s agents shall have
the right to enter the premises under supervision of Lessee and Lessee’s agents
during normal business hours, or mutually agreeable times, for the purpose of
inspection.


 


Signs: Subject to Lessor’s requirements Tenant shall,
at its own cost and expense, install an identification sign that has first been
approved by Landlord in writing at a place or places designated by Landlord. Tenant
shall continuously maintain any such sign in good condition and repair. Other
than such permitted signs, Tenant shall not place or install or suffer to be
placed or installed any advertising medium, flag, banner, or the like upon or
outside the Premises or the Shopping Center. No sign, advertising matter, shade
or other item of any kind may be installed in or upon the Premises without
written permission from Landlord where the intent or result is that such
installation be clearly visible from the Common Areas of the Shopping Center.
Landlord reserves the right to deny any such permission when, in its sole and
final judgment, such item is not in keeping with the overall quality image of
the Shopping Center. Landlord shall have the right, without liability and with
or without notice to Tenant, to remove any items installed by Tenant in
violation of this Paragraph and to charge Tenant for the reasonable cost of
such removal and/or any repairs necessitated thereby.


 


Late Payments: Rental payments not received by Lessor
within ten (10) days of the due date shall be subject to a late payment penalty
of five (5) percent of the payment due.


 


CONSTRUCTION AND
CONSTRUCTION ALLOWANCE


 


Lessor shall provide Lessee with two finished
restrooms to be located in the rear of the Premises.


 


Lessor shall grant Lessee a construction allowance in
the amount of $9,000 for Lessee’s performance of completion of electrical work
within the Premises. Such work shall include the removal of all existing
electrical entrances and the reconstruction of service to the Premises. Such
allowance may, at Lessee’s election, either be paid to Lessee in the form of a
lump sum reimbursement for the work, or be deducted from the scheduled rental
payments to Lessor.


 


ADDITIONAL PREMISES


 


Right of First Refusal: Lessee shall have the right of
first refusal to lease additional premises located at 1455 Youngstown Shopping
Center (currently vacant) containing approximately 11,100 square feet, and
vacant ground located between 1443 and 1455 
Youngstown Shopping Center. Lessor shall, prior to signing any
lease, rental agreement, or other arrangement encumbering these premises, offer
them to Lessee under the same conditions offered to any other party. Lessor
shall make such offer to Lessee in writing, and Lessee shall have thirty (30)
days in which to enter into a lease agreement equal to those offered to third
parties.


 


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Lessee’s Obligation to Lease Additional Premises: In
the event that premises located at 1439 Youngstown Shopping Center, containing
approximately 6,440 square feet (currently leased to Sherwin-Williams)
become vacant, Lessee agrees to lease those- premises for the sum of $4,290.00
per month in additional Base Rent, plus $537.00 per month in additional Expense
Payments for the duration of this Lease, including options. Lessor shall
deliver these premises to Lessee in “vanilla shell” condition. Such vanilla
shell condition shall include basic electric service, a finished ceiling
including lighting, finished restrooms meeting both employee requirements and
those necessary to comply with the Americans With Disabilities Act. In the
event that the premises located at 1439 Youngstown Shopping Center do not
become vacant by September 1, 2005, then Lessee shall have until
December 1, 2005 to notify Lessor that it wishes to alter the ending date
of this Lease to the end of the then current month, in which case Lessee would
be considered a month-to-month holdover tenant from that date forward.


 


EMINENT DOMAIN


 


In the event of reductions in building dimensions so
imposed by governing bodies having jurisdiction over zoning and building laws,
rules, and regulations, demised premises may be reduced in any amount not to
exceed ten (10) percent. In such event, rents shall be reduced in the same
proportion as size reductions imposed thereby. In the event that such reduction
is greater than ten (10) percent, Lessee may, at its option, void this
agreement.


 


EMPLOYEE PARKING AREAS


 


Lessor shall reasonably designate areas in which all
tenants’ employees (including those of Lessee) shall be required to park.
Lessee’s failure to enforce this policy upon its employees shall create a
material default under which Lessee shall be evicted with all rental payments
called for during the terms of this lease becoming due and payable.


 


LESSOR/LESSEE
INDEMNIFICATION


 


Lessee shall indemnify and hold harmless Lessor from
and against any and all claims arising from Lessee’s use of the premises, or
from the conduct of Lessee’s business or from any activity, work, or things
done, permitted, or suffered by Lessee in or about the premises or elsewhere
and shall further hold harmless and indemnify Lessor from and against any and
all claims arising from breach, default, or negligence of the Lessee. In the
case of any action brought against Lessor by reason of such claim, Lessee upon
notice from Lessor shall defend the same at Lessee’s expense. Lessee hereby
agrees that Lessor shall not be liable for injury to Lessee’s business or any
loss of income therefrom or for damage to the goods, wares, or any other person
in or about the premises. Lessor, during the term hereof, shall indemnify and
save harmless Lessee from and against all claims and demands, whether from
injury to persons or loss of life, or damage to property arising out of acts or
omissions of Lessor as defined in his lease.


 


LESSEE’S RIGHT TO QUIET
ENJOYMENT


 


As long as the Lessee performs all of the covenants
and conditions of this lease and abides by the rules and regulations thereof,
he shall have peaceful and quiet enjoyment of the premises for the term of this
lease.


 


LAWS, WASTE AND NUISANCE


 


Laws and Regulations: Tenant agrees, at Tenant’s own,
cost and expense: (a) to comply with all present and future governmental laws,
ordinances, orders and regulations concerning Tenant’s use of the


 


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Premises (including Tenant’s alterations and additions
thereto); (b) to comply with all present and future rules, regulations and
recommendations of the Board of Fire Underwriters, Landlord’s insurance
carriers and organizations establishing insurance rates concerning Tenant’s use
of the Premises (including Tenant’s alterations and additions thereto); and (c)
to comply with all restrictive covenants of record which affect or are
applicable to all Shopping Center and/or the Premises and/or the Common Areas,
provided, however, the same do not prohibit the Permitted Use of the Premises.


 


Waste or Nuisance: Tenant further agrees not to
suffer, permit or commit any waste, nor to allow, suffer or permit any odors,
vapors, water, vibrations, noises or undesirable effects to emanate from the
Premises into other portions of the building of which the Premises forms a part
or into the Common Areas, or otherwise to allow, suffer or permit the Premises
or any use thereof to constitute a nuisance or unreasonably to interfere with
the safety, comfort, or enjoyment of the Shopping Center by Landlord or by any
other occupants of the Shopping Center or their customers, invitees or any
others lawfully in or upon the Shopping Center.


 


TIME OF THE ESSENCE


 


Time shall be of the essence in this lease.


 


SURRENDER OF PREMISES
UPON TERMINATION


 


The Lessee agrees to quit and deliver up the premises
at the end of the term of this lease. The premises shall be in good repair and
condition, as they are upon occupancy, ordinary wear and tear accepted.


 


OPTION TO RENEW LEASE


 


Lessee shall have the option to renew this Lease for
one (1) additional term of seven (7) years by notifying Lessor, in accordance
with notice provisions contained herein, ninety (90) days in advance of the
scheduled expiration of this Lease. All other terms and conditions of this
Lease not specifically addressed herein shall remain unchanged.


 


In the event Lessee elects to exercise this option,
the rental rates, including Expense payments, shall increase by an amount equal
to the increase in the Consumer Price Index, All Items, with May 2002 being
used as the base year.


 


NOTICE PROVISIONS


 


Notices shall be deemed properly delivered if sent by
United States Mail, Certified with return receipt requested. Such notices shall
be sent to Lessor at P.O. Box 128, Floyds Knobs, Indiana 47119 and to Lessee
25115 Country Club Boulevard, North Olmsted, OH 44070 or to other such
addresses as required by parties hereto having given proper notice.


 


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IN WITNESS WHEREOF, the
Lessor and Lessee have executed this lease on this 6th day of March,
2003.


 


 


	
  LESSOR

  	
   

  	
  LESSEE

  
	
  YOUNGSTOWN PARTNERS, LP

  	
   

  	
  HEARTLAND PAYMENT SYSTEMS, INC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BY:

  	
  /s/ Jeffrey Agan

  	
   

  	
  BY:

  	
  /s/ Martin Uhle

  
	
  Jeffrey K. Agan, Managing Member

  	
   

  	
  Martin Uhle, Its President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  WITNESS

  	
   

  	
  WITNESS

  



 


 


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